Welcome to our dedicated page for CDT Equity SEC filings (Ticker: CDT), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
CDT Equity Inc. filings document a Nasdaq-listed biopharmaceutical issuer with common stock and redeemable warrants, a Delaware corporate structure, and an R&D-focused business built around clinical assets, intellectual property and strategic investments. Current reports and proxy materials cover material agreements, Sarborg-related securities transactions, equity line arrangements, warrant issuances, resale registration obligations and Nasdaq shareholder-approval matters.
The filing record also addresses capital-structure changes such as reverse stock split amendments, voting results, director appointments, committee membership and Exchange Act reporting status, including annual-report timing notices. These disclosures describe CDT's governance framework, security-holder rights and financing tools.
CDT Equity Inc. (CDT) filed an amended report to add detailed financial statements for Sarborg Limited, the Cayman Islands agentic-intelligence company in which CDT has invested, plus unaudited pro forma condensed consolidated financials giving effect to this investment.
Sarborg generated $4.63 million of revenue and a net loss of $0.51 million in 2025, up from $0.10 million of revenue and a $0.28 million net loss for 2024. For the six months ended June 30 2026, Sarborg reported revenue of $0.94 million and a net loss of $0.49 million, compared with $2.55 million of revenue and a $0.83 million net loss in the prior-year period.
All 2025 revenue and 2024 revenue came from CDT-related agreements and addenda, and 79% of revenue for the first half of 2026 was from CDT, highlighting a high level of customer and related-party concentration. In April 2026 Sarborg issued shares valued at $65.03 million to acquire patents recorded as in-process R&D intangible assets. Its auditors and management noted historical losses and low cash balances, but management concluded that a founder liquidity guaranty and planned financings alleviate substantial doubt about Sarborg’s ability to continue as a going concern.
CDT Equity Inc. (CDT) filed an amended report to add full audited financials for Sarborg Limited and unaudited pro forma results for CDT’s recently announced 20% investment in Sarborg. CDT is acquiring 1,020 Sarborg shares for CDT common stock and pre-funded warrants plus a deferred $8 million cash component, payable once CDT raises at least $20 million via an at-the-market program.
Sarborg is a Cayman Islands “agentic intelligence” company focused on autonomous AI platforms for drug repurposing and other applications. In 2025 Sarborg generated $4.6 million of revenue, entirely from related-party contracts with CDT, and recorded a net loss of $0.5 million, leaving a negative equity position of $(0.8) million. Its auditor issued an unqualified opinion.
On a pro forma basis as of December 31 2025, CDT would recognize an $122.9 million equity method investment in Sarborg, increase additional paid-in capital by $115.0 million, and record the $8.0 million contingent cash obligation. CDT would also record a $0.1 million loss from its 20% share of Sarborg’s 2025 net loss.
CDT Equity Inc. reported a net loss of $8.7 million for the six months ended June 30, 2026, compared with a $10.8 million loss a year earlier, as operating expenses declined, particularly research and development. Cash and cash equivalents were $0.7 million, and operating cash outflow improved to $2.4 million from $6.5 million.
Total assets rose sharply to $126.7 million, driven by a new $122.8 million equity method investment in related-party Sarborg Limited, while current liabilities increased to $23.4 million, including an accrued litigation liability of $9.6 million and an $8.0 million investment payable tied to the Sarborg deal. Stockholders’ equity swung from a $7.2 million deficit at year-end 2025 to $103.1 million of equity, largely due to this investment and substantial warrant issuance and exercises.
The company discloses substantial doubt about its ability to continue as a going concern, citing recurring losses, low cash, and expected future negative cash flows. Management plans to rely on its at-the-market offering program, with approximately $73.6 million of capacity referenced, and a senior secured $2.0 million J.J. Astor convertible note (later amended) plus an equity line of credit, but notes there is no assurance that sufficient funding will be available.
CDT Equity Inc. is asking stockholders at its virtual August 28, 2026 annual meeting to elect five directors, ratify Carr, Riggs & Ingram as auditor for 2026, and approve several capital-structure and share-issuance actions.
The board seeks authority to implement one or more reverse stock splits of the common stock, with individual ratios between 1‑for‑2 and 1‑for‑100 and an aggregate limit of 1‑for‑500, at its discretion. Stockholders are also asked to approve share issuances under a senior secured convertible note and warrant issued to J.J. Astor & Co., and to approve the issuance of up to 12,131,770 shares of common stock upon exercise of pre‑funded warrants, all under Nasdaq Listing Rule 5635.
There were 786,716 shares of common stock outstanding and entitled to vote as of August 3, 2026. The proxy details significant related‑party arrangements, including transactions with Corvus Capital (associated with CEO Andrew Regan), extensive services and equity-linked deals with Sarborg Limited, and prior secured notes with Nirland that have been repaid. It also outlines executive and director compensation, committee structures, independence determinations, and prior reverse stock splits already reflected in share figures.
CDT Equity Inc. modified its financing with J.J. Astor & Co. through second and third amendments to its senior secured convertible promissory note. The principal balance under the Amended Note increased from $1,971,000 to $2,536,650, and the interest rate is now 19%. Repayment is scheduled in twenty-three equal weekly installments of $104,187.65 beginning August 19, 2026, and the lender’s share of net proceeds from the Sales Agreement with A.G.P. was raised from 80% to 90% to pay these installments.
Subject to stockholder approval, the lender may convert outstanding amounts into common stock at the greater of 70% of the lowest volume-weighted average price over twenty consecutive trading days before conversion or the Nasdaq floor price. Under the Third Amendment, the lender advanced an additional $200,000, and the contractual “Floor Price” will reset every six months, starting December 11, 2026, at 20% of the lowest twenty-day volume-weighted average price. CDT Equity must file by August 31, 2026 a resale registration statement covering 200% of the shares underlying the increased principal and obtain stockholder approval by August 28, 2026 for issuances above 19.99% of current outstanding shares. The lender also received warrants for 37,500 shares of common stock at $7.20 per share.
CDT Equity Inc. prepared Amendment No. 1 to its July 30, 2026 current report to address its Sarborg Limited investments. The amendment adds disclosure under the “Completion of Acquisition or Disposition of Assets” item, while incorporating detailed terms from Items 1.01 and 3.02 of the earlier report by reference and leaving all other prior disclosures unchanged.
The company explains that historical financial statements of the businesses or funds acquired and related pro forma financial information required for the Sarborg Limited investments will be provided in a further amendment. This additional amendment is expected to be filed as soon as practicable, and in any event within 71 calendar days after the Original Report’s required filing date.
CDT Equity Inc. calls a virtual annual stockholder meeting on August 28, 2026 to vote on six proposals, including electing five directors, ratifying Carr, Riggs & Ingram as auditor, and authorizing one or more reverse stock splits of common stock within a range from 1-for-2 to 1-for-100 and in the aggregate not more than 1-for-500.
Stockholders are also asked to approve issuances of common stock tied to a senior secured convertible note and warrant held by J.J. Astor & Co. and to approve issuing up to 12,131,770 shares upon exercise of certain pre-funded warrants under Nasdaq Listing Rule 5635. There were 786,716 shares of common stock outstanding and entitled to vote as of August 3, 2026, each with one vote.
The proxy describes board and committee structure, director independence and compensation, and detailed executive pay. In 2025, Chief Executive Officer Andrew Regan reported total compensation of $8,168,796, largely from a $7,000,000 non-cash item related to a transfer of Conduit Pharmaceuticals Limited, and Chief Financial Officer James Bligh received $1,450,922. The filing discloses significant related-party arrangements, including research and development and licensing payments totaling $4.2 million to Sarborg Limited and multiple debt and equity transactions with affiliates Corvus Capital and Nirland, most of which were repaid or restructured by year-end 2025.
CDT Equity Inc. agreed to acquire 270 shares of Sarborg Limited from certain Sarborg investors, representing approximately 4.76% of Sarborg’s outstanding common stock. As consideration, CDT Equity will issue pre-funded warrants to purchase up to 12,131,770 shares of its common stock at an exercise price of $0.0001 per share, exercisable only after required stockholder approval under Nasdaq’s 19.99% issuance rules.
CDT Equity will use commercially reasonable efforts to file a resale registration statement for the warrant shares within 60 days of closing. An affiliate of Chief Executive Officer Andrew Regan, Corvus Capital Limited, will receive pre-funded warrants for 5,436,830 shares on the same terms as other investors. Separately, CDT Equity issued an aggregate 123,537 common shares to four service providers as consideration for services, relying on exemptions under Section 4(a)(2) and/or Rule 506 of Regulation D.
On July 24, 2026, CDT Equity Inc. issued 32,110 shares of common stock, par value $0.0001 per share, to a service provider as consideration for consulting services. The stock was valued at $3.27 per share for this transaction.
The issuance was an unregistered sale of equity securities, made in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act of 1933 as a transaction not involving a public offering.